Latest updates

Duration of shareholders' agreements in private M&A deals: perils of uncertainty
AyacheSalama
  • Corporate Finance/M&A
  • France
  • May 09 2018

A recent Supreme Court decision has confirmed previous case law and explicitly recalled the importance that should be given to the drafting of provisions governing the duration of shareholders' agreements. The court highlighted the fact that shareholders' agreements concluded for as long as the signatories remain shareholders are considered concluded for an indefinite period and may be terminated by any party thereto at any time.

Franchisors' assistance obligation is exclusively technical and commercial, not financial
Aramis Law Firm
  • Franchising
  • France
  • April 10 2018

The French courts often address the issue of whether a franchisor has properly fulfilled its assistance obligation. In a recent case, the Paris Court of Appeal held that this obligation is exclusively technical and commercial and constitutes purely a 'best efforts' obligation. This decision has confirmed that franchisors need not provide financial assistance to their franchisees. Instead, the assistance obligation consists only of helping the franchisee to operate the business from a commercial and technical standpoint.

Overview of new rules on employees' elected representation
Coblence & Associés
  • Employment & Benefits
  • France
  • April 04 2018

The new majority in Parliament has announced, and in some cases already enacted, many changes. Among them, those dealing with employees' representatives are important, as they reshape a significant part of the Labour Code. While these changes are not expected to radically alter industrial relations in the workplace immediately, some of the major modifications and their general characteristics are worth highlighting.

Supreme Court reaffirms Dailly assignments
Hughes Hubbard & Reed
  • Company & Commercial
  • France
  • March 12 2018

The Commercial Division of the Supreme Court has clarified how an assignment of business receivables, known as a 'Dailly assignment', operates. Through this decision, the Supreme Court has reinforced the effectiveness of the Dailly assignment mechanism by giving full effect to the assigned debtor's actual knowledge of the assignment and by giving no effect to contractual provisions that restrict assignment.

Burden of proof in sexual harassment cases: towards a presumption of guilt?
Coblence & Associés
  • Employment & Benefits
  • France
  • February 28 2018

Since the Harvey Weinstein case, French society has been shaken by a social media movement in which #balancetonporc ("denounce your pig") has prompted a frenzy of reactions, from women revealing incidents that they had previously kept to themselves to false accusations and endless debate regarding what is considered as offensive. The recent spotlight on this issue provides an opportunity to describe the system in place for cases of sexual harassment in the workplace.

Blockchain revolution in private M&A deals: transferring unlisted securities in the 21st century
AyacheSalama
  • Corporate Finance/M&A
  • France
  • February 28 2018

Ordinance 2017-1674 of December 8 2017 introduced into French law the legal framework for the use of a blockchain in order to record the ownership and transfer of unlisted securities. This groundbreaking reform is an essential step towards the modernisation of the existing rules governing the transfer of unlisted securities. Blockchain technology will considerably facilitate and secure the transfer of securities and will undoubtedly have an impact on private M&A deals.

Seizure of foreign state-owned assets: waiver of immunity from jurisdiction must be both express and specific
Kalliopé
  • Litigation
  • France
  • February 27 2018

In the framework of the world-famous case between the Republic of Congo and Commisimpex, the Supreme Court recently established a new rule to be followed in order to proceed to a seizure when an immunity from jurisdiction applies. The decision demonstrates the importance of applying the same rules of law in relation to immunity from jurisdiction or execution – to such an extent that the court justified the retroactive application of the Sapin II Law.

Swap of staff within franchising networks: definition of 'group' clarified
Aramis Law Firm
  • Franchising
  • France
  • January 30 2018

The extent of the group in the context of a franchising network has given rise to a number of court decisions, leading to some uncertainty for employers as to the scope of their reassignment obligations. A set of bills was recently enacted as part of the priority measures intended to bring greater flexibility to labour legislation. One such measure provides a narrow definition of a 'group' in relation to the obligations to reassign employees who are dismissed either for economic reasons or for personal inability.

Arbitrators' duty of disclosure
Freshfields Bruckhaus Deringer LLP
  • Arbitration & ADR
  • France
  • January 04 2018

Parties' ability to choose their arbitrators remains one of the most frequently mentioned advantages of arbitration over litigation. However, this freedom makes sense only if it preserves the overarching duties of arbitrators and judges alike – that is, the duty to be and remain independent and impartial from the parties.

New definition of 'redundancy'
Coblence & Associés
  • Employment & Benefits
  • France
  • January 03 2018

Since 2016 the government has modified the law on economic dismissal on several points. Under French labour law, any economic dismissal must be justified by actual and serious grounds. Among other recent changes, the introduction of the El Khomri Law has clarified the definition of 'economic motivation' to take into account the Court of Cassation's case law and added two new reasons to the list of economic grounds under the Labour Code.

New obligations for disclosure of beneficial owners in private M&A transactions
AyacheSalama
  • Corporate Finance/M&A
  • France
  • November 29 2017

Following the introduction of Ordinance 2016-1635 and Decree 2017-1094, non-listed companies which previously were not required to disclose the identity of their shareholders and maintained confidentiality through shareholders' agreements must now disclose their beneficial owners not only when a company is set up, but also on a continuous basis. However, the definition of a 'beneficial owner' remains unclear.

Supreme Court confirms its restrictive approach to estoppel principle
Kalliopé
  • Litigation
  • France
  • November 28 2017

A recent Supreme Court decision confirms that the estoppel principle is recognised under French law as a general principle and is now a procedural tool in the hands of litigators. However, the decision also revives the debate about the principle's true effectiveness before the French courts.

New law introduces ethical accountability for corporates
Hughes Hubbard & Reed
  • Company & Commercial
  • France
  • November 27 2017

The new law on the duty of vigilance for parent companies and principal contractors aims to improve the accountability of multinational companies, prevent serious incidents in France and abroad and allow parties to obtain compensation for losses which they suffer as a consequence of non-compliance. To achieve these aims, the law requires companies to draft an awareness plan and implement a monitoring and whistleblowing system. It also introduces penalties for non-compliance.

New compensation rules applicable in case of unfair dismissal
Coblence & Associés
  • Employment & Benefits
  • France
  • October 25 2017

The new government has upheld its promise to reform French labour law and enacted five ministerial orders, one of which is dedicated to the so-called 'visibility and securing of working relationships'. In particular, a damages scale, which will be mandatory for the judge and parties, will be introduced to provide security and clarity regarding the consequences of potential litigation. This scale, through the predictability that it provides, is meant to remove uncertainty and allow the creation of jobs.

Simplification of French foreign investment procedures
AyacheSalama
  • Corporate Finance/M&A
  • France
  • September 20 2017

The foreign investment rules provided under the Monetary and Financial Code were recently amended. M&A practitioners have welcomed the reform of the foreign investment rules, as it reduces the paperwork for foreign investments not falling within the scope of the prior authorisation regime. In addition, this reform has removed a cumbersome administrative procedure considered redundant.

'Fixed' matter or matter 'to be fixed': the subtleties of abatement of a suit
Kalliopé
  • Litigation
  • France
  • August 15 2017

Under French law, proceedings may be terminated on several procedural grounds. One of them is the abatement of a suit, which results in the termination of the proceedings without considering the merits of the case. In two decisions issued on December 16 2016, the Supreme Court specified the subtle conditions applicable to the enforcement of such a drastic procedural penalty.

Pilot outlets not a precondition to franchising
Aramis Law Firm
  • Franchising
  • France
  • August 08 2017

One of the key components of any franchise agreement is the transmission of know-how by the franchisor to the franchisee. Absent this, the agreement may be held null and void or requalified as a mere distribution agreement. In a recent decision, the Supreme Court held that the absence of any pilot outlet run by the franchisor does not amount to a lack of know-know transmission.

Impact of Sapin II Law on company law
Hughes Hubbard & Reed
  • Company & Commercial
  • France
  • July 03 2017

The Sapin II Law aims to support transparency, modernise business activity and combat corruption. It introduces measures to regulate executive pay in listed companies, simplify company law and modernise bond issues. Among other things, it has simplified the procedure for contributions of goodwill, abolished the prior authorisation requirement for certain transactions and simplified the procedure for issuing bonds.

Success for Saone-et-Loire
  • Intellectual Property
  • France
  • June 26 2017

The Versailles Court of Appeal recently affirmed the Nanterre Court of First Instance's decision in relation to the transfer of three domain names infringing the trademark of a collectivité territoriale (the catch-all term for French communes, departments and regions). The court of appeal reviewed three decisions delivered under SYRELI, an alternative dispute resolution procedure, to resolve domain name disputes under the '.fr' country code extension for France.

Influencers' content: ARPP's first recommendations for collaborating with brands
  • Media, Marketing, Sports & Entertainment
  • France
  • June 15 2017

As influencers' content and communications are expanding internationally and in quite diverse ways, the Advertising Professional Regulatory Authority recently published new recommendations in relation to influencers' content, statements and publications. These first recommendations are an important starting point in the establishment of a legal regime applicable to these new actors and types of publication.